LBRT 10-K & 10-Q changes, risk factors and insider trading
Liberty Energy Inc. · NYSE · Oil & Gas Field Services, Nec · CIK 1694028 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Risk Factors Summary”
New heading “Risks Related to the Oil and Natural Gas Industry”
New heading “•Federal, state, local and other applicable legislative and regulatory initiatives relating to hydraulic fracturing may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business.”
New heading “•Federal legislation and regulatory initiatives relating to drilling on federal lands could harm our business and negatively impact the oil and natural gas industry.”
New heading “•Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in capital spending could have a material adverse effect on our liquidity, results of operations and financial condition.”
New heading “•The volatility of oil and natural gas prices may adversely affect the demand for our completions services and negatively impact our results of operations.”
New heading “•Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business.”
New heading “•Oil and natural gas companies’ operations using hydraulic fracturing are substantially dependent on the availability of water. Restrictions on the ability to obtain water for E&P activities and the disposal of flowback and produced water may impact their operations and have a corresponding adverse effect on our business, results of operations and financial condition.”
New heading “•Our operations are subject to risks associated with climate change and potential regulatory programs meant to address climate change; these programs may impact or limit our business plans, result in significant expenditures or reduce demand for our services and reduce our revenues.”
New heading “•An increased societal and governmental focus on ESG and climate change issues may adversely impact our business, impact our access to investors and financing, and decrease demand for our services.”
New heading “•Our operations are subject to significant risks, some of which are beyond our control. These risks may be self-insured, or may not be fully covered under our insurance policies.”
New heading “•We could experience continued or increased severity of trucking related issues or trucking accidents, which could materially affect our results of operations.”
New heading “•We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition, prospects and results of operations.”
New heading “•We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.”
New heading “•Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us.”
New heading “•Technology advancements in well service technologies, including those involving completions services, could have a material adverse effect on our business, financial condition and results of operations.”
New heading “•The ability or willingness of OPEC+ and other oil exporting nations to set and maintain production levels may have a significant impact on oil and natural gas commodity prices.”
New heading “•Geopolitical conditions, including political turmoil and volatility, regional conflicts, sanctions, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.”
New heading “Risks Related to the TRAs”
New heading “•The Company is required to make payments under the TRAs for certain tax benefits that it may claim, and the amounts of such payments could be significant.”
New heading “General Risks Related to our Business”
New heading “•We may be adversely affected by uncertainty in the global financial markets and the deterioration of the financial condition of our customers.”
New heading “•Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.”
New heading “•Reliance upon a few large customers may adversely affect our revenue and operating results.”
New heading “•We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.”
New heading “•Our assets require significant amounts of capital for maintenance, upgrades and refurbishment and may require significant capital expenditures for new equipment.”
New heading “•We rely on certain third parties for materials, and delays in deliveries of such materials, increases in the cost of such materials or our contractual obligations to pay for materials that we ultimately do not require could harm our business, results of operations and financial condition.”
New heading “•We currently utilize a limited number of assemblers and suppliers for major equipment to both build new fleets and upgrade any fleets we acquire to our preferred specifications, and our reliance on these vendors exposes us to risks including price and timing of delivery.”
New heading “•Changes in transportation regulations may increase our costs and negatively impact our results of operations.”
New heading “•We face a variety of risks related to our diversification and entry into new lines of business in distributed power generation.”
New heading “•As we continue our diversification into a new line of business, the market price for our common stock will become subject to factors different from those that have historically and currently impacted our common stock.”
New heading “•Power generating operations performance involves significant risks and hazards and may be below expected levels of output or efficiency.”
New heading “•A distributed power business is dependent on our relationships with key suppliers to obtain equipment requiring significant capital commitments and may be on terms and conditions that limit our ability to adjust to changing market conditions.”
New heading “•We may be unable to adapt our distributed power technologies to meet increasing customer needs and power loads, which could result in increased downtime of our power generation offering and disruptions to the power supply to our customers.”
New heading “•Distributed power solutions in some applications could be affected by availability of the electrical grid.”
New heading “•The power industry is highly competitive and rapidly evolving.”
New heading “•Distributed power systems involve long and uncertain sales cycles, and we may not be successful in converting our sales prospects into revenue generating contracts.”
New heading “•Our current and future indebtedness could adversely affect our financial condition.”
New heading “•Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenues.”
New heading “•If we are unable to fully protect our intellectual property rights, we may suffer a loss in our competitive advantage or market share.”
New heading “•We may be adversely affected by disputes regarding intellectual property rights of third parties.”
New heading “•Seasonal weather conditions, natural disasters, public health crises, and other catastrophic events outside of our control could severely disrupt normal operations and harm our business.”
New heading “•The sand mining operations are subject to a number of risks relating to the proppant industry.”
New heading “•Silica-related legislation, health issues and litigation could have a material adverse effect on our business, reputation or results of operations.”
New heading “•We are subject to the Federal Mine Safety and Health Act of 1977, which imposes stringent health and safety standards on certain aspects of our operations.”
New heading “•The occurrence of explosive incidents could disrupt our operations and could adversely affect our business, financial condition and results of operations.”
New heading “•The choice of forum provisions in our charter and bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.”
New heading “•There can be no assurance we will repurchase shares of our Class A Common Stock in any particular amounts.”
New heading “Geopolitical conditions, including political turmoil and volatility, regional conflicts, sanctions, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.”
New heading “Power generating operations performance involves significant risks and hazards and may be below expected levels of output or efficiency.”
New heading “A distributed power business is dependent on our relationships with key suppliers to obtain equipment requiring significant capital commitments and may be on terms and conditions that limit our ability to adjust to changing market conditions.”
New heading “We may be unable to adapt our distributed power technologies to meet increasing customer needs and power loads, which could result in increased downtime of our power generation offering and disruptions to the power supply to our customers.”
New heading “Distributed power solutions in some applications could be affected by availability of the electrical grid.”
New heading “The power industry is highly competitive and rapidly evolving.”
New heading “Distributed power systems involve long and uncertain sales cycles, and we may not be successful in converting our sales prospects into revenue generating contracts.”
Removed heading “Interruptions of service on the rail lines by which we receive proppant could adversely affect our results of operations.”
Removed heading “Distributed power systems involve long sales cycles.”
Removed heading “Geopolitical conditions, including political turmoil and volatility, regional conflicts, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.”
Largest changes
“The global economy has been negatively impacted by geopolitical conflicts, such as the continuing military conflict between Russia and Ukraine and the conflict between Israel and Hamas, which has resulted in instability in the Middle East. …”see in full comparison
“The global economy has been impacted by geopolitical conflicts, such conflicts have led and may continue to lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, higher inflation, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage. …”see in full comparison
“OPEC+ is an intergovernmental organization that seeks to manage the price and supply of oil on the global energy market. Actions taken by OPEC+ members, including those taken alongside other oil exporting nations, have a significant impact on global oil supply and pricing. For example, OPEC+ and certain other oil exporting nations have previously agreed to take measures, including production cuts, to support crude oil prices. In 2020, largely as a result of the COVID-19 pandemic, oil prices decreased dramatically, and OPEC+ agreed to historic production cuts in an effort to support prices. …”see in full comparison
“•Geopolitical conditions, including political turmoil and volatility, regional conflicts, sanctions, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.”see in full comparison
“Geopolitical conditions, including political turmoil and volatility, regional conflicts, sanctions, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.”see in full comparison
“•Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in capital spending could have a material adverse effect on our liquidity, results of operations and financial condition.”see in full comparison
Full comparison: every changed paragraph (111)
Risk Factors Summary
The following is a summary of the certain risks that we believe apply to our business and the industry in which we operate:
Risks Related to the Oil and Natural Gas Industry
•Federal, state, local and other applicable legislative and regulatory initiatives relating to hydraulic fracturing may serve to limit future oil and natural gas E&P activities and could have a material adverse effect on our results of operations and business.
•Federal legislation and regulatory initiatives relating to drilling on federal lands could harm our business and negatively impact the oil and natural gas industry.
•Our business depends on domestic capital spending by the oil and natural gas industry, and reductions in capital spending could have a material adverse effect on our liquidity, results of operations and financial condition.
•The volatility of oil and natural gas prices may adversely affect the demand for our completions services and negatively impact our results of operations.
•Delays or restrictions in obtaining permits by us for our operations or by our customers for their operations could impair our business.
•Oil and natural gas companies’ operations using hydraulic fracturing are substantially dependent on the availability of water. Restrictions on the ability to obtain water for E&P activities and the disposal of flowback and produced water may impact their operations and have a corresponding adverse effect on our business, results of operations and financial condition.
•Our operations are subject to risks associated with climate change and potential regulatory programs meant to address climate change; these programs may impact or limit our business plans, result in significant expenditures or reduce demand for our services and reduce our revenues.
•An increased societal and governmental focus on ESG and climate change issues may adversely impact our business, impact our access to investors and financing, and decrease demand for our services.
•Our operations are subject to significant risks, some of which are beyond our control. These risks may be self-insured, or may not be fully covered under our insurance policies.
•We could experience continued or increased severity of trucking related issues or trucking accidents, which could materially affect our results of operations.
•We may be subject to claims for personal injury and property damage, which could materially adversely affect our financial condition, prospects and results of operations.
•We are subject to environmental and occupational health and safety laws and regulations that may expose us to significant costs and liabilities.
•Oilfield anti-indemnity provisions enacted by many states may restrict or prohibit a party’s indemnification of us.
•Technology advancements in well service technologies, including those involving completions services, could have a material adverse effect on our business, financial condition and results of operations.
•The ability or willingness of OPEC+ and other oil exporting nations to set and maintain production levels may have a significant impact on oil and natural gas commodity prices.
•Geopolitical conditions, including political turmoil and volatility, regional conflicts, sanctions, terrorism and war could result in market instability, which could adversely affect our business, financial condition and results of operations.
Risks Related to the TRAs
•The Company is required to make payments under the TRAs for certain tax benefits that it may claim, and the amounts of such payments could be significant.
General Risks Related to our Business
•We may be adversely affected by uncertainty in the global financial markets and the deterioration of the financial condition of our customers.
•Our business, financial condition and results of operations may be adversely impacted by the effects of inflation.
•Reliance upon a few large customers may adversely affect our revenue and operating results.
•We are subject to cyber security risks. A cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss.
•Our assets require significant amounts of capital for maintenance, upgrades and refurbishment and may require significant capital expenditures for new equipment.
•We rely on certain third parties for materials, and delays in deliveries of such materials, increases in the cost of such materials or our contractual obligations to pay for materials that we ultimately do not require could harm our business, results of operations and financial condition.
•We currently utilize a limited number of assemblers and suppliers for major equipment to both build new fleets and upgrade any fleets we acquire to our preferred specifications, and our reliance on these vendors exposes us to risks including price and timing of delivery.
•Changes in transportation regulations may increase our costs and negatively impact our results of operations.
•We face a variety of risks related to our diversification and entry into new lines of business in distributed power generation.
•As we continue our diversification into a new line of business, the market price for our common stock will become subject to factors different from those that have historically and currently impacted our common stock.
•Power generating operations performance involves significant risks and hazards and may be below expected levels of output or efficiency.
•A distributed power business is dependent on our relationships with key suppliers to obtain equipment requiring significant capital commitments and may be on terms and conditions that limit our ability to adjust to changing market conditions.
•We may be unable to adapt our distributed power technologies to meet increasing customer needs and power loads, which could result in increased downtime of our power generation offering and disruptions to the power supply to our customers.
•Distributed power solutions in some applications could be affected by availability of the electrical grid.
•The power industry is highly competitive and rapidly evolving.
•Distributed power systems involve long and uncertain sales cycles, and we may not be successful in converting our sales prospects into revenue generating contracts.
•Our current and future indebtedness could adversely affect our financial condition.
•Unsatisfactory safety performance may negatively affect our customer relationships and, to the extent we fail to retain existing customers or attract new customers, adversely impact our revenues.
•If we are unable to fully protect our intellectual property rights, we may suffer a loss in our competitive advantage or market share.
•We may be adversely affected by disputes regarding intellectual property rights of third parties.
•Seasonal weather conditions, natural disasters, public health crises, and other catastrophic events outside of our control could severely disrupt normal operations and harm our business.
•The sand mining operations are subject to a number of risks relating to the proppant industry.
•Silica-related legislation, health issues and litigation could have a material adverse effect on our business, reputation or results of operations.
•We are subject to the Federal Mine Safety and Health Act of 1977, which imposes stringent health and safety standards on certain aspects of our operations.
•The occurrence of explosive incidents could disrupt our operations and could adversely affect our business, financial condition and results of operations.
•The choice of forum provisions in our charter and bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us.
•There can be no assurance we will repurchase shares of our Class A Common Stock in any particular amounts.
Various federal, state, local and other applicable legislative and regulatory initiatives have been, or could be undertaken which could result in additional requirements or restrictions being imposed on hydraulic fracturing operations. Currently, hydraulic fracturing is generally exempt from federal regulation under the Safe Drinking Water Act Underground Injection Control (the “SDWA UIC”) program and is typically regulated by state oil and gas commissions or similar agencies but increased scrutiny and regulation by federal agencies does occur. For example, in late 2016, the EPA released a final report on the potential impacts of hydraulic fracturing on drinking water resources, concluding that “water cycle” activities associated with hydraulic fracturing may impact drinking water resources. Additionally, the EPA has asserted regulatory authority pursuant to the SDWA UIC program over hydraulic fracturing activities involving the use of diesel fuel in the fracturing fluid and issued guidance regarding the permitting of such activities. Furthermore, the U.S. Bureau of Land Management has previously published rules that established stringent standards relating to hydraulic fracturing on federal and Native American lands. Similarly, the EPA has adopted rules on the capture of methane and other emissions released during hydraulic fracturing. These rules have been the subject of ongoing legal challenges.challenges and may be affected by the EPA’s proposed rules related to greenhouse gas reporting. In recent years, the EPA has enacted additional methane rules for new and existing petroleum operations. The effectiveness of these rules has been delayed by the EPA as a result of the transition from the Biden administration to the Trump administration. Furthermore, in November 2025, the EPA issued a rule delaying the compliance deadline previously adopted in 2024. Should the methane standards go into effect, the EPA rules could make it more difficult and/or costly to drill and operate oil and gas wells. These rules may result in a decline in the completion of new oil and gas wells or the recompletion of existing wells, which could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the demand for our services. In addition to federal regulatory actions, legislation has been introduced, but not enacted, in Congress to provide for further federal regulation of hydraulic fracturing and to require disclosure of the chemicals used in the hydraulic fracturing process.
Moreover, many states and local governments have adopted, or are considering, regulations that impose new or more stringent permitting, disclosure, disposal and well-construction requirements on hydraulic fracturing operations, including states where we or our customers operate, such as Texas, Colorado and North Dakota. States could also elect to place prohibitions on hydraulic fracturing, as several states have already done. In addition, some states have adopted broader sets of requirements related to oil and gas development more generally that could impact hydraulic fracturingcompletions activities. For example, the Colorado legislature adopted SB 19-181, which gave greater regulatory authority to local jurisdictions and reoriented the mandate of the Colorado Oil and Gas Conservation Commission to place more emphasis on the protection of human health and the environment. In response, a reconstituted Colorado Oil and Gas Conservation Commission modified its rules to address the requirements of the legislation, adopting increased setback requirements, provisions for assessing alternative sites for well pads to minimize environmental impacts, and consideration to cumulative impacts, among other provisions. The Colorado Department of Public Health and the Environment also finalized rules related to the control of emissions from certain pre-production activities. In Texas, there has been increased pressure on the Railroad Commission (“RRC”) to impose more stringent limitations on the flaring of gas from wells to prevent waste and because of increased concerns related to the environmental effects of flaring. The RRC continues to approve flaring permits, but at least one lawsuit was filed by a pipeline operator challenging the RRC’s flaring approval practices, but the suit was subsequently dismissed without any substantive opinion on the issue of flaring. Environmental groups, local citizens groups and others continue to seek to use a variety of means to force action on additional restrictions on hydraulic fracturing and oil and gas development generally.
Additionally, some states have enacted legislation limiting PFAS usage in certain products or limiting PFAS usage generally. For example, New Mexico has banned the use of PFAS in fluids used to complete or recomplete a well, requiring the operator to certify that PFAS chemicals were not used. Similarly, Colorado has banned the use of PFAS in oil and gas products including hydraulic fracturing fluids, drilling fluids and proppants. Should PFAS be in hydraulic fracturing chemicals, this could open up a new front for the regulation of hydraulic fracturing and result in additional exposure to liability for contamination resulting from the use or release of hydraulic fracturing chemicals. Additionally, various regulatory actions have been taken with respect to PFAS, including listing of certain PFAS as hazardous substances under CERCLA, that may result in additional exposure to liability for contamination resulting from the use or release of these chemicals.
Some states in which we operate require the disclosure of some or all of the chemicals used in our hydraulic fracturingcompletions operations. Certain aspects of one or more of these chemicals may be considered proprietary by us or our chemical suppliers. Disclosure of our proprietary chemical information to third parties or to the public, even if inadvertent, could diminish the value of our trade secrets or those of the chemicals suppliers and could result in competitive harm to us, which could have an adverse impact on our business, financial condition, prospects and results of operations.
Additional legislation, executive actions, regulations or other regulatory initiatives to limit, delay or prohibit hydraulic fracturing or other aspects of oil and gas development may be pursued. In the event that these or other new federal restrictions, delays or prohibitions relating to the hydraulic fracturing process are adopted in areas where we or our customers conduct business, we or our customers may incur additional costs or permitting requirements to comply with such federal requirements that may be significant and, in the case of our customers, also could result in added restrictions or delays in the pursuit of exploration, development, or production activities, which wouldcould in turn reduce the demand for our services and have a material adverse effect on our results of operations.
Businesses and operations of our customers may be carried out on federal lands and, therefore, may be impacted by federal legislation or regulatory initiatives that are specific to federal lands. As an example, in January 2021, based on a directive from President Biden, the U.S. Department of the InteriorBiden issued an order that effectively suspended new oil and gas leases and drilling permits on non-Indian federal lands and waters for a period of 60 days. However, the suspension did not limit existing operations under valid leases.
President Biden followed with an executive order directing the Secretary of the Interior to pause the issuance of new oil and gas leases on federal public lands and offshore waters pending completion of a comprehensive review of federal oil and gas permitting and leasing practices that take into consideration potential climate and other impacts associated with oil and gas activities. TheWhile leasingthis suspensionexecutive order was revoked by President Trump on January 20, 2025, future presidents can quickly make changes that affect operations on federal lands. To the subjectextent ofour severalcustomers lawsuits,operate resultingon inleased conflictingfederal decisionslands, presidential actions could have a material effect on the legality of the lease suspension. While the various lawsuits were pending, in August 2022, Congress passed the IRA 2022 which, among other things, made changes to the federal oilCompany and gasour leasing program (including increasing royalty rates and implementing policies to discourage venting and flaring) and require several oil and gas lease auctions, including some that had been suspended or cancelled.industry.
Congressional actions can also affect operations on federal land. In August 2022, Congress passed the IRA 2022 which, among other things, made changes to the federal oil and gas leasing program (including increasing royalty rates and implementing policies to discourage venting and flaring) and require several oil and gas lease auctions, including some that had been suspended or cancelled.
Additionally,Regulatory inagency actions can also affect operations on federal lands. In November 2021, the U.S. Department of the Interior released a report on the federal oil and gas leasing program, which found that the then current program failed to serve the public interest. The report made several recommendations, including increasing royalty rates and adding new restrictions on what lands are made available for oil and gas development to minimize leasing of lands with low potential for development. The U.S. Department of the Interior promulgated rules in 2024 based on the recommendations. InHowever, Aprilon 2022,August 1, 2025, the U.S. Department of the Interior also announced that the U.S. Bureau of Land Management wouldfinalized posta noticesseries forof significantly reformed onshore lease salesrules that would promotemake the publicregulations interestcompliant inwith publicthe One Big Beautiful Bill Act, including expanding the lands whilethat addressingare deficiencieseligible inand theavailable current federalfor oil and gas leasing program. The new lease sales will incorporate many of the recommendations in the U.S. Department of the Interior report on the federal leasing program. Such scheduled sales began in June 2022.development.
Furthermore, a group of oil and gas related interests has also sued alleging that lease sales are not occurring as required under the Mineral Leasing Act. In addition, where lease sales have occurred, environmental groups have sued to block the sales. On June 1, 2022, the U.S. District Court for the District of Columbia granted a motion to voluntarily dismiss three cases after the U.S. Bureau of Land Management and other defendants agreed to conduct more robust environmental reviews of certain oil and gas leases and reconsider the cumulative climate effects of these leases. The settlement agreements apply to nearly four million acres of land in Colorado, Wyoming, Utah, Montana, and New Mexico. If the U.S. Bureau of Land Management fails to complete its obligations under the settlement agreements, the plaintiffs can reinstate the litigation.
To the extent our customers operate on leased federal land, these and other regulatory actions could have a material adverse effect on the Company and our industry.
Management's Discussion & Analysis (MD&A)
Largest changes
“Effective July 24, 2025 (the “Agreement Date”), Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC and Proppant Express Solutions, LLC, as borrowers (the “Borrowers”), and the Company, as parent guarantor, entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto (the “Credit Agreement”), which provides for, among other things, a revolving credit facility with initial revolving …”see in full comparison
“On January 23, 2023, the Company entered into an Eighth Amendment to the ABL Facility (the “Eighth ABL Amendment”). …”see in full comparison
“Within North American oil and gas markets, conditions appear to have stabilized after a protracted period of softening activity, as the industry has largely adjusted to OPEC+ supply concerns and tariff-related volatility experienced in 2025. Fourth quarter completions activity defied normal seasonal declines, surpassing expectations. Completions demand is projected to hold firm in 2026. We expect North American producers to respond to global oil and gas dynamics with flat oil production and modest growth in gas-directed activity. …”see in full comparison
“Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer The Company monitors its equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount. …”see in full comparison
see in full comparisonOurHistorically, our primary sources of liquidity consist of cash flows fromoperations andoperations, borrowings under ourABLcreditFacilityfacilities,(asanddefinedfinancebelow).leasesWefor certain equipment. While we believe that we can fund operations and current organic growth plans for our oilfield services business with thesesources.sources,Wewe monitor the availability and cost of capital resources such as equity, debt, and lease financings that could be leveraged for current or future financial obligations including those related to acquisitions, capital expenditures, working capital, and other liquidity requirements. We intend to raise significant funds to support our current planned expansion of our power business which may include debt, project financing including non-recourse debt, and co-investments or equity. We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund organic and other growth opportunities or potential acquisitions that wepursue, including via acquisition.pursue. Our primary uses of capital have been capital expenditures to support growth, both organicgrowthand through acquisitions, and funding ongoing operations, including maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock.
“On December 9, 2025, LOS Leasing Company LLC, as borrower, Liberty Energy Services LLC, as guarantor and permitted user, and LPI, as permitted user, entered into a Master Loan and Security Agreement with Caterpillar Financial Services Corporation (“Caterpillar” and such agreement, the “Caterpillar Agreement”). The Caterpillar Agreement provides for term loans to finance costs incurred by LOS Leasing Company LLC in connection with the refurbishment of Caterpillar-manufactured equipment from authorized dealers of Caterpillar equipment. …”see in full comparison
Full comparison: every changed paragraph (61)
The Company, together with its subsidiaries, is a leading integrated energy services and technology companycompany, focusedand onone providingof the largest providers of innovative hydraulic fracturingcompletions services and related technologies to onshore oiloil, natural gas, and naturalenhanced gasgeothermal exploration and production (“E&P”) companies. We offer customers completions services, which include hydraulic fracturing services, together with complementary services including wireline services, proppant delivery solutions, field gas processing and treating, compressed natural gas (“CNG”) delivery, data analytics, related goods (including our sand mine operations), and technologies to facilitate lower emission completions, thereby helping our customers reduce their emissions profile. We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of December 31, 2024.2025. We provide our services primarily in the Permianmajor Basin, the Williston Basin, the Haynesville Shale, the Eagle Ford Shale, the Denver-Julesburg Basin (the “DJ Basin”), the Western Canadian Sedimentary Basin, the Powder River Basin,oil and the Appalachian Basin (Marcellus Shale and Utica Shale). Our operations also extend to a few smallergas shale basins, including the Anadarko Basin, the Uinta Basin, the San Juan Basin, and the Beetaloo Basinbasins in NorthernNorth Territory,America Australia, as well as to two sand minesand in the PermianNorthern Basin.Territory of Australia.
We also own and operate Liberty Power Innovations LLC (“LPI”), providing advanced distributed power and energy storage solutions, serving the commercial and industrial, data center, energy and mining industries. LPI was formed with the initial focus on supporting Liberty’s transition towards our next generation digiFleets℠ and dual fuel fleets, by providing consistent and reliable power generation solutions and natural gas fueling services, which are critical to maintaining highly efficient well site operations. In January 2025, we announced LPI’s expansion into the distributed power business. On March 3, 2025, we completed the acquisition of IMG Energy Solutions (“the IMG Acquisition”), a leading developer of distributed power systems, for cash consideration of approximately $19.6 million, subject to normal closing adjustments and net of cash received. The IMG Acquisition augmented our portfolio with advanced engineering, design, and development capabilities for the development of power systems, enhanced software control systems, power marketing and utility interconnection experience, and operations and maintenance experience. During 2025, LPI was primarily focused on the planning and development of our power service platform to pursue projects supporting the power demand created by new data center development and other commercial and industrial applications. LPI is in the process of expanding market awareness of its integrated power and fuel solutions offering, developing engineered solutions, and ordering equipment and long-lead time items for these expected projects. LPI also expanded its natural gas fueling services to support larger scale distributed power installations.
In early 2023, the Company launched Liberty Power Innovations LLC (“LPI”), an integrated alternative fuel and power solutions provider for remote applications. LPI provides CNG supply, field gas processing and treating, and well site fueling and logistics. LPI was formed with the initial focus on supporting the Company’s transition towards our next generation digiFleets℠ and dual fuel fleets, as CNG fueling services can be limited in the market, yet critical to maintaining highly efficient well site operations. Through 2024, LPI was primarily focused on supporting an industry transition to natural gas fueled technologies, serving as a key enabler of the next step of cost and emissions reductions in the oilfield. In January 2025, we announced LPI’s expansion into the distributed power business, where we expect to leverage our experience in providing electric power for our digiFrac pumps into other areas inside and outside of the oilfield.
We believe technical innovation and strong relationships with our customer and supplier bases distinguish us from our competitors and are the foundations of our business. We expect that E&P companies will continue to focus on technological innovation as completion complexity and fracture intensity of horizontal wells increases, particularly as customers are increasingly focused on reducing emissions from their completions operations. We remain proactive in developing innovative solutions to industry challenges, including developing: (i) our databases of U.S. unconventional wells to which we apply our proprietary multi-variable statistical analysis technologies to provide differential insight into fracture design optimization; (ii) our Liberty Quiet Fleet® design which significantly reduces noise levels compared to conventional hydraulic fracturing fleets; (iii) hydraulic fracturing fluid systems tailored to the specific reservoir properties in the basins in which we operate; (iv) our dual fuel dynamic gas blending (“DGB”) fleets that allow our engines to run diesel or a combination of diesel and natural gas, to optimize fuel use, reduce emissions and lower costs; (v) our digiFleets℠, comprising of digiFrac℠ and digiPrime℠ pumps and other complementary equipment, including power generation units (together “digiTechnologies℠”), our innovative, purpose-built electric and hybrid frac pumps that have approximately 25% lower CO2e emission profile than the Tier IV DGB; (vi) our wet sand handling technology and piped sand slurry solution which eliminateseliminate the need to dry sand, enabling the deployment of mobile mines nearer to wellsites; and (vii) the launch of LPI to support the transition to our digiFleets as well as the transition to lower costs and emissions in the oilfield.oilfield; and (viii) a suite of internally developed software solutions incorporating advanced analytics to support operations, maintenance and logistics management. In addition, our integrated supply chain includes proppant, chemicals, equipment, natural gas fueling services, logistics and integrated software which we believe promotes wellsite efficiency and leads to more pumping hours and higher productivity throughoutduring thecompletions yearservices jobs to better service our customers. In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate.
LPI’s technology platform for distributed power generation includes (a) the ForteSM solution, which uses a modular, standardized construction approach for generation sites to reduce the risk of project execution, (b) the TempoSM power quality management system to manage high-amplitude, cyclical load variations associated with artificial intelligence workloads and (c) when a grid interconnection is requested by the customer and available, the ChorusSM solution to optimize power costs through the use of a mix of co-located generation and grid power.
In order to achieve our technological objectives, we carefully manage our liquidity and debt position to promote operational flexibility and invest in the business throughout the full commodity cycle in the regions we operate.
The convergence of AI-driven data center expansion, the onshoring of domestic manufacturing, and increased industrial electrification has created structural demand growth for power. Underinvestment in grid infrastructure, transmission constraints, and evolving commercial realities and utility reforms, driven in part by public concerns, have catalyzed broader market recognition of the inherent strategic value of distributed power solutions.
Within North American oil and gas markets, conditions appear to have stabilized after a protracted period of softening activity, as the industry has largely adjusted to OPEC+ supply concerns and tariff-related volatility experienced in 2025. Fourth quarter completions activity defied normal seasonal declines, surpassing expectations. Completions demand is projected to hold firm in 2026. We expect North American producers to respond to global oil and gas dynamics with flat oil production and modest growth in gas-directed activity. Global oil markets are currently balancing a structural oil surplus, elevated geopolitical risk, and an OPEC+ production pause, keeping oil prices largely rangebound. Natural gas markets are supported by significant expansion in LNG export capacity and multi-year growth in power consumption.
Industry fundamentals are expected to improve over time as supply-side dynamics gradually rebalance with completions demand. Recent pricing pressures on completions services, combined with the slowdown in activity, have driven an acceleration in equipment cannibalization and attrition, while underinvestment in next generation technology has limited the replacement of lost capacity. As the market recalibrated at the start of the year, fewer crews are available to meet any incremental completions demand.
E&Ps remain focused on harnessing efficiency gains and engineering solutions to lower the total cost per unit of energy, driving the bar higher for technologically superior services and operational success to achieve these results.
Moderate declines in frac activity, that started in 2023, continued throughout 2024. However, the market appears to have reached an inflection point in early 2025 as completions activity emerges from 2024 lows. In 2025, E&P operators, especially those with an oil exploration focus, are working to maintain production levels from 2024. Improving natural gas fundamentals are encouraging as well. For the full year, industry-wide lateral footage completed is expected to be approximately flat with 2024.
The slowing pace of activity in late 2024 resulted in near term price pressure to start 2025, most notably impacting conventional fleets. The fundamental outlook for next generation, higher quality fleets remains strong, as operators continue to demand technologies that provide significant emissions reductions, fuel savings, and operational efficiency advantages. The growing complexities of E&P demands and the continued drive for efficiency gains promote continued investment in technology and partnering with high quality service companies.
Global oil markets reflect ongoing uncertainties in geopolitics, Chinese economic growth, OPEC+ production plans, and a change in the domestic political climate, but the resulting commodity price fluctuation has not led to a meaningful change in E&P activity plans. Natural gas demand is supported by LNG export capacity expansion and a large projected multi-year increase in North American power consumption.
During the year 2024,2025, the posted WTI price traded at an average of $76.63$65.45 per barrel (“Bbl”), as compared to the 2024 average of $76.63 per Bbl, and the 2023 average of $77.58 per Bbl,Bbl. andIn addition, in the 2022year ending December 31, 2025, the Henry Hub price traded at an average of $94.90$3.51 per Bbl.one million British thermal units (“MMBtu”) as compared to the year ending December 31, 2024 and 2023 average of $2.19 and $2.53 per MMBtu, respectively. In addition, the average domestic onshore rig count for the United States and Canada was 765709 rigs reported in the fourth quarter of 2024,2025, down from the average in the fourth quarter of 20232024 of 781,765, according to a report from Baker Hughes.
On March 3, 2025, we completed the acquisition of IMG Energy Solutions (“the IMG Acquisition”), a leading developer of distributed power systems, for cash consideration of approximately $19.6 million, subject to normal closing adjustments and net of cash received. The IMG Acquisition brings integrated capabilities across engineering design and development, construction management, enhanced software and monitoring systems, operations and marketing. We believe the IMG Acquisition will strengthen LPI by incorporating IMG Energy Solutions’s advanced engineering designs, software control systems, utility interconnection experience and power marketing expertise.
On April 6, 2023, LPI accelerated its expansion by acquiring Siren, a Permian focused integrated natural gas compression and CNG delivery business with 16 MMcf per day of natural gas compression capacity at two expandable Permian sites and transportation, logistics, and pressure reduction services, for cash consideration of $75.7 million, after post-closing adjustments and net of cash received. LPI currently delivers fuel to customers in both the drilling and completions markets, and its logistics system is designed to deliver CNG, renewable natural gas, or hydrogen to remote locations. We believe that the added natural gas compression capability is a key enabler of the next step of cost and emissions reductions in the industry.
These industry trends continue to keep our customers as important suppliers to the global oil and natural gas markets, which directly benefit hydrauliccompletions fracturingservices companies like us that have the expertise and innovative technology to effectively service today’s more efficient oilfield drilling activity and the increasing complexity and intensity of well completions. Given the expected returns that E&P companies have reported for new well development activities due to improved rig efficiencies and increasing well completion complexity and intensity, we expect these industry trends to continue.
On February 3, 2025, Christopher A. Wright, our Chief Executive Officer and Chairman of the Board, was confirmed to the position of Secretary of Energy of the United States and resigned from his positions as Chairman of the Board, Director, and Chief Executive Officer of the Company. Also, on February 3, 2025, in accordance with the Company’s succession plan, the Board appointed William Kimble as the non-executive Chairman of the Board and Ron Gusek as the Company’s Chief Executive Officer and Director. Lastly, on January 22, 2025, the Board approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy.
On January 22, 2025, our Board approved an increase to the size of the Board from nine to 10 directors and appointed Arjun Murti to fill the newly created vacancy. Additionally, on August 26, 2025, Audrey Robertson resigned from the Board and was subsequently confirmed to the position of Assistant Secretary of Energy for Energy Efficiency and Renewable Energy at the Department of Energy. On October 16, 2025, the Board appointed Ms. Alice Yake to the vacancy created by Ms. Robertson’s resignation.
We currently generate revenue through the provision of completions services, including hydraulic fracturing, wireline services and goods, including sand from our Permian Basin sand mines, proppant delivery and logistics, and natural gas compression and delivery. These services and goods are provided under a variety of contract structures, primarily master service agreements (“MSAs”) as supplemented by statements of work, pricing agreements and specific quotes. A portion of our statements of work, under MSAs, include provisions that establish pricing arrangements for a period of up to approximately one year in length. However, the majority of those agreements provide for pricing adjustments based on market conditions. The majority of our services are priced based on prevailing market conditions and changing input costs at the time the services are provided, giving consideration to the specific requirements of the customer.
Our hydraulic fracturing and wireline services are performed in sections, which we refer to as fracturing stages. The estimated number of fracturing stages to be completed for a particular horizontal well is determined by the customer’s well completion design. We primarily recognize revenue based on pump hours, fracturing stages, or days on location, although total revenue depends on the actual volumes and types of proppants, chemicals, and fluid utilized on each pad. The number of fracturing stages that we are able to complete in a period is directly related to the number and utilization of our deployed fleets and size of stages.
•Adjusted EBITDA;EBITDA.
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income before interest, income taxes, and depreciation, depletion, and amortization. We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, costs of asset acquisitions, gain or loss on the disposal of assets, net, provision for credit losses, transaction, severance,transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, and other non-recurring expenses that management does not consider in assessing ongoing performance. See “Comparison of Non-GAAP Financial Measures” for more information and a reconciliation of EBITDA and Adjusted EBITDA to net income, the most comparable financial measures calculated and presented in accordance with GAAP.
Our revenue decreased $432.8$309.0 million, or 9%,7%, to $4.0 billion for the year ended December 31, 2025 compared to $4.3 billion for the year ended December 31, 2024 compared to $4.7 billion for the year ended December 31, 2023.2024. The decrease in revenue was primarily attributable to a decrease in service and materials pricing, partially offset by highermoderately increased activity levels primarily from increased fleet efficiency.levels.
CostCosts of Services
CostCosts of services (excludingexclusive of depreciation, depletion, and amortization) decreased $148.9$32.4 million, or 4%,1%, to $3.2 billion for the year ended December 31, 20242025 compared to $3.3$3.2 billion for the year ended December 31, 2023.2024. The decrease in expense was primarily related to decreases in materials costs and lower repairs and maintenance costs, partially offset by increased personnel costs related to higher activity levels discussed above, during the year ended December 31, 2024.costs.
General and administrative expenses increased $4.1$22.0 million, or 2%,10%, to $247.4 million for the year ended December 31, 2025 compared to $225.5 million for the year ended December 31, 2024 comparedprimarily attributable to $221.4 million for the year ended December 31, 2023 primarily related to increasedincreasing corporate costs toand support our additional service offerings, partially offset by a decrease in cash incentive andincreased stock-based compensation expense duerecognized toduring lowerthe operatingfirst resultsquarter comparedof 2025 in connection with the resignation of Christopher A. Wright, the Company’s previous Chief Executive Officer and Chairman of the Board, from the Company upon his confirmation to the priorSecretary yearof period.Energy of the United States.
Transaction and other costs decreasedwas $2.1 million, or 100%, as the Company did not incur such costs for the year ended December 31, 2024 compared to $2.1$0.8 million for the year ended December 31, 2023.2025 Thecompared coststo incurred$0.0 duringmillion for the year ended December 31, 20232024. primarilyThe consistedCompany of due diligence and integrationincurred costs forrelated to the SirenIMG Acquisition.Acquisition Seein 2025, see Note 3—Acquisitions to the consolidated financial statements included in Part II, Item 8 of this Annual Report for further details.
Depreciation, depletion, and amortization remained relatively flat, decreasing $4.7 million, or 1%, to $500.3 million for the year ended December 31, 2025 compared to $505.1 million for the year ended December 31, 2024.
Depreciation, depletion, and amortization expense increased $83.5 million, or 20%, to $505.1 million for the year ended December 31, 2024 compared to $421.5 million for the year ended December 31, 2023. The increase in 2024 was due to additional equipment placed in service since the prior year period, including equipment related to the deployment of our digiTechnologiesSM.
Loss (Gain) on Disposal of Assets, net
The Company recorded a gainloss on disposal of assets, net of $16.7 million for the year ended December 31, 2025 compared to a gain, net of $5.3 million for the year ended December 31, 2024 compared to $7.0 million for the year ended December 31, 2023.2024. The gainloss recognized in the year ended December 31, 20242025 was primarily related to the disposal of used older technology field equipment that was no longer operational.operational as well as the write-off related to an insured loss for equipment damaged on location. The gain recognized in the year ended December 31, 20232024 was a result of the Company selling used field equipment and light duty trucks in a strong used vehicle and equipment market.
Other (Income) Expense,Income, net
OtherThe (income)Company expense,recognized other income, net changedof by $39.5$122.5 million to $13.8 million income for the year ended December 31, 20242025 compared to $25.7$13.8 million expense during the year ended December 31, 2023.2024, an increase of $108.7 million. Other (income) expense, net is comprised of loss on remeasurement of liability under the TRAs of $3.2 million during the year ended December 31, 2024, compared to a gain of $1.8 million for the year ended December 31, 2023. It also includes an unrealized gain on investments, net of $49.2$162.6 million related to investments in equity securities measured at fair value during the year ended December 31, 2024,2025, compared to $0$49.2 million for the year ended December 31, 2023.2024 and gain on remeasurement of liability under the TRAs of $0.1 million during the year ended December 31, 2025, compared to a loss of $3.2 million for the year ended December 31, 2024, offset by interest expense, net. Interest expense, net increased $3.2$7.6 million primarily as a result of the addition of finance lease liabilities, refer to “Liquidity and Capital Resources” below for further discussion of the Company’s finance leases. Additionally, interest income—related party decreased $1.5$0.5 million related to a note receivable agreement executed in December 2022, amended in August 2023, and fully collected in March 2024.
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income before interest, income taxes, and depreciation, depletion, and amortization. We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, gain or loss on the disposal of assets, net, bad debt reserves, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the unrealized gain or loss on investments, net, and other non-recurring expenses that management does not consider in assessing ongoing performance.
EBITDA was $735.8 million for the year ended December 31, 2025 compared to $940.5 million for the year ended December 31, 20242024. comparedAdjusted toEBITDA $1.2was billion$634.1 million for the year ended December 31, 2023.2025 Adjustedcompared EBITDA wasto $921.6 million for the year ended December 31, 2024 compared to $1.2 billion for the year ended December 31, 2023.2024. The decreases in EBITDA and Adjusted EBITDA primarily resulted from lower pricing and partially offset by changes in activity levels in 20242025 as described above under the captions Revenue, Cost of Services, and General and Administrative Expenses for the Year Ended December 31, 2024,2025, Compared to Year Ended December 31, 2023.2024.
OurHistorically, our primary sources of liquidity consist of cash flows from operations andoperations, borrowings under our ABLcredit Facilityfacilities, (asand definedfinance below).leases Wefor certain equipment. While we believe that we can fund operations and current organic growth plans for our oilfield services business with these sources.sources, Wewe monitor the availability and cost of capital resources such as equity, debt, and lease financings that could be leveraged for current or future financial obligations including those related to acquisitions, capital expenditures, working capital, and other liquidity requirements. We intend to raise significant funds to support our current planned expansion of our power business which may include debt, project financing including non-recourse debt, and co-investments or equity. We may incur additional indebtedness or issue equity in order to meet our capital expenditure activities and liquidity requirements, as well as to fund organic and other growth opportunities or potential acquisitions that we pursue, including via acquisition.pursue. Our primary uses of capital have been capital expenditures to support growth, both organic growthand through acquisitions, and funding ongoing operations, including maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock.
Cash and cash equivalents decreasedincreased by $16.8$7.6 million to $27.6 million as of December 31, 2025 compared to $20.0 million as of December 31, 2024 compared to $36.8 million as of December 31, 2023,2024, while working capital excluding cash and current liabilities under debt and lease arrangements decreased $88.2$5.5 million.
Effective July 24, 2025 (the “Agreement Date”), Liberty Energy Services LLC, Freedom Proppant LLC, Liberty Power Innovations LLC, LOS Leasing Company LLC, Liberty Advanced Equipment Technologies LLC and Proppant Express Solutions, LLC, as borrowers (the “Borrowers”), and the Company, as parent guarantor, entered into a new Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, sole book runner and joint lead arranger, and certain other lenders party thereto (the “Credit Agreement”), which provides for, among other things, a revolving credit facility with initial revolving commitments of $750.0 million, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory, and certain power generation assets. As of December 31, 2025, the Company was party to the Credit Agreement (as defined herein), which provides for a revolving line of credit up to $750.0 million (the “Revolving Credit Facility”). The Credit Agreement is subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory, and certain power generation assets available to finance working capital needs. As of December 31, 2025, the borrowing base was calculated to be $503.0 million, and the Company had $230.0 million outstanding, in addition to letters of credit totaling $19.2 million, with $253.8 million of remaining availability.
The Company is seeking an amendment (the “Amendment”) to the Credit Agreement that, among other things, would (i) permit the incurrence of new bridge loan indebtedness in an aggregate principal amount not to exceed $600.0 million (“Permitted Bridge Indebtedness”), which must be incurred on or prior to June 30, 2026 and have a scheduled maturity date not later than 365 days from the date of incurrence, (ii) subject to certain limitations and requirements, permit liens securing the Permitted Bridge Indebtedness, (iii) increase the basket for permitted convertible indebtedness from $300.0 million to $600.0 million, and (iv) amend the maturity date of the Revolving Credit Facility to provide that such maturity date will be accelerated to the date that is 91 days prior to the stated maturity of any outstanding Permitted Bridge Indebtedness if such Permitted Bridge Indebtedness is still outstanding on such date.
On September 19, 2017, the Company entered into two credit agreements, (i) a revolving line of credit up to $250.0 million, subsequently increased to $525.0 million, see below, (the “ABL Facility”) and (ii) a $175.0 million term loan (the “Term Loan Facility”, and together with the ABL Facility the “Credit Facilities”).
As of December 31, 2024, the Company had $525.0 million committed under the ABL Facility, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable and inventory available to finance working capital needs. As of December 31, 2024, the borrowing base was calculated to be $319.8 million, and the Company had $190.5 million outstanding, in addition to letters of credit totaling $14.0 million, with $115.3 million of remaining availability.
On January 23, 2023, the Company entered into an Eighth Amendment to the ABL Facility (the “Eighth ABL Amendment”). The Eighth ABL Amendment amends certain terms, provisions and covenants of the ABL Facility, including, among other things: (i) increasing the maximum revolver amount from $425.0 million to $525.0 million (the “Upsized Revolver”); (ii) increasing the amount of the accordion feature from $75.0 million to $100.0 million; (iii) extending the maturity date from October 22, 2026 to January 23, 2028; (iv) modifying the dollar amounts of various credit facility triggers and tests proportionally to the Upsized Revolver; (v) permitting repayment under the Term Loan Facility prior to February 10, 2023; and (vi) increasing certain indebtedness, intercompany advance, and investment baskets. The Eighth ABL Amendment also includes an agreement from Wells Fargo Bank, National Association, as administrative agent, to release its second priority liens and security interests on all collateral that served as first priority collateral under the Term Loan Facility. This release was completed during the three months ended June 30, 2023.
Additionally, on January 23, 2023, the Company borrowed $106.7 million on the ABL Facility and used the proceeds to pay off and terminate the Term Loan Facility. The amount paid included the balance of the Term Loan Facility upon payoff of $104.7 million, $0.9 million of accrued interest, and a $1.1 million prepayment premium. Additionally, there were $0.2 million in administrative agent and lender legal fees included in the pay off.
The ABLCredit FacilityAgreement contains financial covenants that we are required to maintain, in addition to covenants that restrict our ability to take certain actions. AtAs of December 31, 2024,2025, we wereare in compliance with all debt covenants.
On December 9, 2025, LOS Leasing Company LLC, as borrower, Liberty Energy Services LLC, as guarantor and permitted user, and LPI, as permitted user, entered into a Master Loan and Security Agreement with Caterpillar Financial Services Corporation (“Caterpillar” and such agreement, the “Caterpillar Agreement”). The Caterpillar Agreement provides for term loans to finance costs incurred by LOS Leasing Company LLC in connection with the refurbishment of Caterpillar-manufactured equipment from authorized dealers of Caterpillar equipment. Under the Caterpillar Agreement, LOS Leasing Company LLC and Caterpillar can enter into individual loan schedules (“Note”), which are non-revolving and may not be repaid and reborrowed. Each Note is collateralized by specified units of the Company’s field services equipment, as documented in the applicable Note, will have a maturity date that is typically three years from the inception of the applicable Note, and interest rate that resets periodically based on the applicable base rate plus a spread. As of December 31, 2025 the Company had $16.7 million outstanding under the Caterpillar Agreement with a maturity date of January 01, 2029 and interest rate of 6.6%.
As of December 31, 2024, the Company was party to the ABL Facility. Effective July 24, 2025, (i) the outstanding debt under the ABL Facility was repaid in full, (ii) the outstanding liabilities with respect to obligations under the ABL Facility were released and discharged, (iii) all liens, security interests and guaranties under the ABL Facility were released and terminated and (iv) all letters of credit issued and outstanding under the ABL Facility were continues as letters of credit issued and outstanding under the Revolving Credit Facility.
Under our share repurchase program, the Company is authorized to repurchase up to $750.0 million of outstanding Class A Common Stock through and including July 31, 2026. Shares may be repurchased from time to time for cash in open market transactions, through block trades, in privately negotiated transactions, through derivative transactions, or by other means in accordance with applicable federal securities laws. The timing and the amount of repurchases will be determined by the Company at its discretion based on an evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require us to purchase any dollar amount or number of shares of our Class A Common Stock and may be modified, suspended, extended or terminated at any time without prior notice. The Company expects to fund any repurchases by using cash on hand, borrowings under the ABLRevolving Credit Facility, and expected free cash flow to be generated through the duration of the share repurchase program. During the year ended December 31, 2024,2025, the Company repurchased and retired shares of Class A Common Stock for $127.4$24.0 million, under the share repurchase program.
Operating Activities. Net cash provided by operating activities was $609.6 million for the year ended December 31, 2025, compared to $829.4 million for the year ended December 31, 2024, compared to $1.0 billion for the year ended December 31, 2023.2024. The $185.2$219.8 million decrease in cash from operating activities is primarily attributable to a $432.8$309.0 million decrease in revenues, offset by a $145.3$77.5 million decrease in cash operating expenses, interest expense, net, and income tax expense, and a $2.4 million increase in cash from changes in working capital for the year ended December 31, 2025, compared to a $9.4 million decrease in cash from changes in working capital for the year ended December 31, 2024, compared to a $111.7 million decrease in cash from changes in working capital for the year ended December 31, 2023.2024.
Investing Activities. Net cash used in investing activities was $435.0 million for the year ended December 31, 2025, compared to $643.1 million for the year ended December 31, 2024. Cash used in investing activities was lower during the year ended December 31, 2025, compared to the year ended December 31, 2024 primarily due to a $134.3 million decrease in new equipment purchases and capitalized maintenance of existing equipment, as well as proceeds of $151.0 million from the sale of shares of Oklo, offset by a $78.8 million increase in deposits on new equipment orders. During the year ended December 31, 2025, the Company acquired IMG Energy Solutions for total cash consideration of approximately $15.2 million, net of cash received, after closing adjustments. Refer to Note 3—Acquisitions to the consolidated financial statements in Part II, Item 8 of this Annual Report for additional information related to the IMG Acquisition.
Investing Activities. Net cash used in investing activities was $643.1 million for the year ended December 31, 2024, compared to $672.3 million for the year ended December 31, 2023. Cash used in investing activities was lower during the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to the Siren Acquisition and higher equity investments in the prior year period, offset by higher capital spending in the current year period, and lower proceeds from asset sales. The Company purchased Siren Energy for $75.7 million in cash, net of cash received, during the year ended December 31, 2023. Refer to Note 3—Acquisitions to the consolidated financial statements in Part II, Item 8 of this Annual Report for additional information related to the Siren Acquisition. Investments in equipment, including the new digiTechnologiesSM suite and capitalized maintenance of existing equipment increased $47.7 million, from $603.3 million for the year ended December 31, 2023 to $651.0 million for the year ended December 31, 2024. Proceeds from asset sales decreased $2.9 million, from $26.9 million to $24.0 million as the Company benefited from strong used vehicle and equipment markets in the prior period. Finally, during the year ended December 31, 2024, the Company invested $16.1 million for equity investments in Tamboran Resources Corporation, Empire Energy Group Ltd., and Falcon Oil & Gas Ltd, compared to $20.3 million for equity investments in Tamboran Resources Corporation and Oklo Inc. during the year ended December 31, 2023.
Financing Activities. Net cash used in financing activities was $167.5 million for the year ended December 31, 2025, compared to $202.7 million for the year ended December 31, 2024, compared to $349.3 million for the year ended December 31, 2023.2024. The $146.6$35.2 million decrease in cash used in financing activities was primarily due to net borrowings of $50.5 million during the current year period compared to $79.7 million in net repayment of borrowings during the prior year as well as a $73.9$104.4 million decrease in share repurchases foryear over year, $16.7 million in proceeds under the yearCaterpillar ended December 31, 2024,Agreement compared to none in the prior year endedand Decembera 31,$3.1 2023.million decrease in tax withholding on restricted stock units. These decreases in cash used in financing activities were offset by a $32.9$35.6 million increase in payments pursuant to the TRAs, a $30.6 million increase in cash paid for finance leases, a $10.5$11.0 million increasedecrease in cashnet tax withholdingborrowings on restrictedthe stockRevolving unitCredit vestings, andFacility, a $10.6$6.2 million increase in dividends paid.paid, and a $5.7 million increase in debt issuance costs.
Our material cash commitments consist primarily of obligations under long-term debt on the ABLRevolving Credit Facility, TRAs, finance and operating leases for property and equipment, cash used to pay for repurchases of, and dividends on, shares of our Class A Common Stock, and purchase obligations as part of normal operations.operations and our expansion into the distributed power business. Certain amounts included in our contractual obligations as of December 31, 20242025 are based on our estimates and assumptions about these obligations, including pricing, volumes, and duration. We have no material off balance sheet arrangements as of December 31, 2024,2025, except for purchase commitments under supply agreements disclosed below.
On January 23, 2023, the Company borrowed $106.7 million on the ABL Facility and used the proceeds to pay off and terminate the Term Loan Facility. The balance of the Term Loan Facility at pay off was $104.7 million and included $0.9 million of accrued interest, and a $1.1 million prepayment premium. As such, the only outstanding debt facility as of December 31, 2024 and 2023 was the ABL Facility.
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities, and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. In the year ended December 31, 2024,2025, the Company’s U.S. net deferred tax liabilities were $137.7$195.6 million and Canada and Australia net deferred tax assets were $1.5$2.8 million.million and $1.9 million, respectively. The Company has no valuation allowances recorded against the deferred tax assets for the year ended December 31, 20242025 and 2023.2024.
Revenue Recognition: Revenue from hydraulic fracturingour services is recognized as specific services are provided in accordance with contractual arrangements. If our assessment of performance under a particular contract change, our revenue and / or costs under that contract may change. In connection with ASC Topic 842 - Leases (“Topic 842”), the Company determined that certain of its service revenue contracts contain a lease component. The Company elected to adopt a practical expedient available to lessors, which allows the Company to combine the lease and service component for certain of the Company’s service contracts when the service component is the predominant component and continues to account for the combined component under ASC Topic 606 - Revenue from Contracts with Customers.
Inventory: Inventory consists of raw materials used in the hydraulic fracturingcompletions process, such as proppants, chemicals and field service equipment maintenance parts, and is stated at the lower of cost or net realizable value, determined using the weighted average cost method. Net realizable value is determined based on our estimates of selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation, each of which require us to apply judgment.
Equity Investments: The Company may from time to time invest in equity securities of public and private companies. Equity investments are measured and recorded as follows:
Marketable equity investments are equity investments with a readily determinable fair value and are recorded at fair value on a recurring basis with changes in fair value, whether realized or unrealized, recorded through the income statement. Unrealized gains and losses resulting from changes in fair value are recorded in gain on investments, net.
Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer The Company monitors its equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount. Gains and losses resulting from changes in observable prices are recorded in gain on investments, net.
What changed in the latest 10-Q
Risk Factors
In addition to the risk factors and other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in the Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results.
There have been no material changes to the risk factors in the Annual Report except as follows:
Laws and regulations regarding the development and operation of data centers could adversely affect demand for our distributed power solutions.
Various federal, state, local, and foreign governmental authorities have enacted or are considering laws and regulations regarding the development of data center infrastructure. This includes moratoria on new data center development, enhanced permitting and environmental review processes, and operational requirements or restrictions relating to energy efficiency, electricity and water consumption, traffic congestion, noise mitigation, or other community-impact measures. The implementation of moratoria and new requirements and restrictions could increase costs, delay, or reduce planned data center infrastructure investments, limit the size and location of data centers, or otherwise constrain the deployment or expansion of data center infrastructure by our customers. Any sustained reduction or delay in data center development activity or operations could materially and adversely affect demand for our distributed power solutions, our results of operations, and our financial condition.
New heading “Laws and regulations regarding the development and operation of data centers could adversely affect demand for our distributed power solutions.”
Largest changes
“Laws and regulations regarding the development and operation of data centers could adversely affect demand for our distributed power solutions.”see in full comparison
“Various federal, state, local, and foreign governmental authorities have enacted or are considering laws and regulations regarding the development of data center infrastructure. This includes moratoria on new data center development, enhanced permitting and environmental review processes, and operational requirements or restrictions relating to energy efficiency, electricity and water consumption, traffic congestion, noise mitigation, or other community-impact measures. …”see in full comparison
see in full comparisonNo other risk factors were identified in addition to the risk factors set forth in the Annual Report.There have been no material changes to the risk factors in the AnnualReport.Report except as follows:
Full comparison: every changed paragraph (4)
In addition to the risk factors and other information set forth in this Quarterly Report, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in the Annual Report and the risk factors and other cautionary statements contained in our other SEC filings, which could materially affect our businesses, financial condition or future results.
No other risk factors were identified in addition to the risk factors set forth in the Annual Report. There have been no material changes to the risk factors in the Annual Report.Report except as follows:
Laws and regulations regarding the development and operation of data centers could adversely affect demand for our distributed power solutions.
Various federal, state, local, and foreign governmental authorities have enacted or are considering laws and regulations regarding the development of data center infrastructure. This includes moratoria on new data center development, enhanced permitting and environmental review processes, and operational requirements or restrictions relating to energy efficiency, electricity and water consumption, traffic congestion, noise mitigation, or other community-impact measures. The implementation of moratoria and new requirements and restrictions could increase costs, delay, or reduce planned data center infrastructure investments, limit the size and location of data centers, or otherwise constrain the deployment or expansion of data center infrastructure by our customers. Any sustained reduction or delay in data center development activity or operations could materially and adversely affect demand for our distributed power solutions, our results of operations, and our financial condition.
Management's Discussion & Analysis (MD&A)
New heading “Supply Contracts for Power Generation Equipment”
New heading “Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025”
New heading “Cost of Services”
New heading “General and Administrative”
New heading “Transaction and Other Costs”
New heading “Depreciation, Depletion, and Amortization”
New heading “(Gain) loss on Disposal of Assets, net”
New heading “Other (Income) Expense, net”
New heading “Income Tax Expense”
Removed heading “Amendment to Credit Agreement”
Largest changes
“The conflict in Iran has driven attacks on regional energy infrastructure and the unprecedented effective closure of the Strait of Hormuz, inducing higher oil prices in the near term and raising the prospect of a sustained increase in supply side risk premiums. In parallel, global LNG markets may face multi-year constraints following recent attacks on Qatar’s Ras Laffan hub and other regional gas infrastructure. …”see in full comparison
“Transaction and other costs increased to $7.7 million during the three months ended June 30, 2026, compared to $0.0 million for the three months ended June 30, 2025. The increase is due to tariffs and duties assessed during the quarter on certain pump components imported from other countries. We have adjusted our supply chain strategy to reduce our tariff exposure on such components in future periods.”see in full comparison
“Transaction and other costs increased to $7.7 million during the six months ended June 30, 2026, compared to $0.8 million for the six months ended June 30, 2025. The increase is due to tariffs and duties assessed during the quarter on certain pump components imported from other countries. We have adjusted our supply chain strategy to reduce our tariff exposure on such components in future periods.”see in full comparison
“Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025”see in full comparison
“During the year, we entered into various equipment supply contracts for the purchase of power generation equipment, including engines, balance of plant equipment, and related services for our distributed power solutions business for an aggregate price of approximately $1.3 billion. As of June 30, 2026, the total remaining commitments under these contracts was $1.1 billion. These remaining payments are to be made in installments in connection with the scheduling, delivery, performance testing, and takeover of the equipment. …”see in full comparison
Full comparison: every changed paragraph (61)
The Company, together with its subsidiaries, is a leading integrated energy services and technology company, and one of the largest providers of innovative completions services and related technologies to onshore oil, natural gas, and enhanced geothermal exploration and production (“E&P”) companies. We offer customers completions services, which include hydraulic fracturing together with complementary services including wireline services, proppant delivery solutions, field gas processing and treating, compressed natural gas (“CNG”) delivery, data analytics, related goods (including our sand mine operations), and technologies to facilitate lower emission completions, thereby helping our customers reduce their emissions profile. We have grown from one active hydraulic fracturing fleet in December 2011 to approximately 40 active fleets as of MarchJune 31,30, 2026. We provide our services primarily in the major oil and gas shale basins in North America and in the Northern Territory of Australia.
We also own and operate LPI, providing advanced distributed power and energy storage solutions, serving the commercial and industrial, data center, energy and mining industries. LPI was formed with the initial focus on supporting Liberty’s transition towards our next generation digiFleets℠ and dual fuel fleets, by providing consistent and reliable power generation solutions and natural gas fueling services, which are critical to maintaining highly efficient well site operations. In January 2025, we announced LPI’s expansion into the distributed power business. On March 3, 2025, we completed the acquisition of IMG Energy Solutions (“the IMG Acquisition”), a leading developer of distributed power systems, for cash consideration of approximately $19.6 million, subject to normal closing adjustments and net of cash received. The IMG Acquisition augmented our portfolio with advanced engineering, design, and development capabilities for the development of power systems, enhanced software control systems, power marketing and utility interconnection experience, and operations and maintenance experience. During 2025, LPI was primarily focused on the planning and development of our power service platform to pursue projects supporting the power demand created by new data center development and other commercial and industrial applications. LPI is inactively the process of expanding market awareness ofmarketing its integrated power and fuel solutions offering, developing engineered solutions, and, as described in further detail below under "Liquidity and Capital Resources, ordering equipment and long-lead time items for these expected projects. LPI also expanded its natural gas fueling services to support larger scale distributed power installations.
The current Middle East conflict with Iran has resulted in damage to regional energy infrastructure and continued uncertainty as to the availability of key energy export corridors. This disruption has increased focus on energy security and supply diversification and reinforced the strategic importance of North American oil and natural gas resources. This focus has the potential to grow international demand for North American petroleum products and LNG in the next several years.
North American frac activity improved modestly during the quarter following a gradual increase in producer activity. Despite these short-term improvements, larger U.S. and Canadian producers remain cautious regarding activity growth due to continued commodity price volatility and broader macroeconomic uncertainty.
Related to power markets, demand is being driven by continued AI data center development and broader industrial power requirements. As power projects increase in scale and complexity, customers are expected to seek infrastructure providers capable of delivering integrated solutions across power supply, site readiness, energy management, and long-term operations.
The conflict in Iran has driven attacks on regional energy infrastructure and the unprecedented effective closure of the Strait of Hormuz, inducing higher oil prices in the near term and raising the prospect of a sustained increase in supply side risk premiums. In parallel, global LNG markets may face multi-year constraints following recent attacks on Qatar’s Ras Laffan hub and other regional gas infrastructure. Over the course of 2026, this dynamic may support structural tailwinds for North America, as global consumers reevaluate energy supply chains and diversify sourcing, with greater reliance on U.S. and Canadian sourced oil and refined product supply.
Entering the year, frac markets were recalibrated for flattish activity expectations which should result in a tighter balance between the underlying supply of frac fleets to meet expected demand. Pricing pressure and softer activity over the past few years led to accelerated equipment cannibalization, fleet attrition, and underinvestment in next generation technology. The recent rise in oil prices is above early year expectations, and is expected to drive better E&P economics so long as such prices are sustained.
Related to power markets, U.S. power demand estimates continue to accelerate, exemplified by ERCOT’s recent projections that Texas grid demand could quadruple by 2032. This expansion may be met by a fundamental shift in the commercial landscape whereby hyperscalers are expected to increasingly rely on distributed power service providers to self-generate and bypass traditional grid constraints leading to greater demand for power generation capacity.
During the firstsecond quarter of 2026, the posted WTI price traded at an average of $72.74$95.65 per barrel (“Bbl”), as compared to the firstsecond quarter 2025 average of $71.78$64.57 per Bbl, and the fourthfirst quarter of 20252026 average of $59.62$72.74 per Bbl. In addition, during the firstsecond quarter of 2026, the Henry Hub price traded at an average of $4.71$2.95 per one million British thermal units (“MMBtu”), as compared to the firstsecond quarter of 2025 average of $4.14$3.19 per MMBtu, and the fourthfirst quarter of 20252026 average of $3.71$4.71 per MMBtu. Subsequent to MarchJune 31,30, 2026, the Henry Hub traded at an average of $2.83$2.99 per MMBtu and the WTI price traded at an average of $99.85$76.07 per Bbl through AprilJuly 20, 2026. The average domestic onshore rig count for the United States and Canada was 741688 rigs reported in the firstsecond quarter of 2026, downup from the average in the firstsecond quarter 2025 of 788,686, and updown from the fourthfirst quarter of 2025 of 709,741, according to a report from Baker Hughes.
Supply Contracts for Power Generation Equipment
During the three months ended June 30, 2026, we entered into supply contracts with various global suppliers, including Bergen Engines AS and Wärtsilä North America, Inc., and on July 22, 2026, we entered into a supply contract with Caterpillar Inc. as described in “Part II – Other Information, Item 5. Other Information” for the purchase of power generation equipment, including engines and certain balance of plant equipment, for the Company’s prospective data center and other distributed power projects. For more information regarding these supply contracts, see below under “Liquidity and Capital Resources.”
Amendment to Credit Agreement
We are party to that certain credit agreement, dated July 24, 2025 (the “Credit Agreement”), which provides for, among other things, a revolving credit facility with initial revolving commitments of $750 million, subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory and certain power generating assets (the “Revolving Credit Facility”). On February 3, 2026, we entered into the first amendment (the “Amendment”) to the Credit Agreement that, among other things, (i) permits the incurrence of new bridge loan indebtedness in an aggregate principal amount not to exceed $600 million (“Permitted Bridge Indebtedness”), which must be incurred on or prior to June 30, 2026 and have a scheduled maturity date not later than 365 days from the date of incurrence, (ii) subject to certain limitations and requirements, permits liens securing the Permitted Bridge Indebtedness, (iii) increases the basket for permitted convertible indebtedness from $300 million to $600 million, which basket is in addition to other baskets permitting the incurrence of such indebtedness, and (iv) amends the maturity date of the Revolving Credit Facility to provide that such maturity date will be accelerated to the date that is 91 days prior to the stated maturity of any outstanding Permitted Bridge Indebtedness if such Permitted Bridge Indebtedness is still outstanding on such date. For more information on the Credit Agreement, see Note 7—Debt to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.
Three Months Ended MarchJune 31,30, 2026, Compared to Three Months Ended MarchJune 31,30, 2025
Our revenue increased $43.7$146.1 million, or 4%,14%, to $1.0$1.2 billion for the three months ended MarchJune 31,30, 2026 compared to $1.0 billion for the three months ended MarchJune 31,30, 2025. The increase in revenue was primarilypredominantly driven by higherelevated activity levels and improvedcorresponding utilization, partially offset by pricing declinesimprovement in line with market conditions.utilization.
Cost of services (exclusive of depreciation, depletion, and amortization) increased $82.2$168.1 million, or 11%,21%, to $843.8$980.3 million for the three months ended MarchJune 31,30, 2026 compared to $761.6$812.1 million for the three months ended MarchJune 31,30, 2025. The increase in expense was primarily related to increases in parts and material volumes and personnel costs commensurate with the increase in activity levels.
General and administrative expenses decreasedincreased $6.2$8.8 million, or 9%,15%, to $59.5$67.2 million for the three months ended MarchJune 31,30, 2026 compared to $65.8$58.3 million for the three months ended MarchJune 31,30, 2025, primarily due to additionalincreased stock-basedvariable compensation expensecosts recognizedand duringincreased corporate costs to support higher activity levels and the three months ended March 31, 2025 in connection with the resignationexpansion of theour Company’spower previous Chief Executive Officer.business.
Transaction and other costs increased to $7.7 million during the three months ended June 30, 2026, compared to $0.0 million for the three months ended June 30, 2025. The increase is due to tariffs and duties assessed during the quarter on certain pump components imported from other countries. We have adjusted our supply chain strategy to reduce our tariff exposure on such components in future periods.
The Company did not record any transaction and other costs during the three months ended March 31, 2026, compared to $0.8 million for the three months ended March 31, 2025. See Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for further details.
Depreciation, depletion, and amortization expense decreased $13.7$15.2 million, or 11%,12%, to $114.1$114.2 million for the three months ended MarchJune 31,30, 2026 compared to $127.7$129.4 million for the three months ended MarchJune 31,30, 2025. The decrease during the three months ended MarchJune 31,30, 2026 was primarily due to equipment reaching the end of its depreciable life, partially offset by an increase in finance leases.
The Company recorded a gainloss on disposal of assets, net of $18.5$6.6 million for the three months ended MarchJune 31,30, 2026 compared to a $3.3$5.6 million loss for the three months ended MarchJune 31,30, 2025, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management. Additionally, during the three months ended March 31, 2026, the Company received insurance proceeds related to losses recorded in prior periods.
The Company recognized other income, net of $9.6$39.6 million for the three months ended MarchJune 31,30, 2026 compared to $9.7$58.1 million for the three months ended MarchJune 31,30, 2025. Other (income) expense, net is primarily comprised of gain on investments, net of $17.3$42.9 million related to investments in equity securities measured at fair value for the three months ended MarchJune 31,30, 2026, compared to $19.3$68.2 million during the three months ended MarchJune 31,30, 2025. Additionally, interest expense, net decreased $1.8$6.8 million primarily as a result of the paydown of the Company’s balance on the Revolving Credit Facility in connection with the issuance of the 2031 Notes and 2032 Notes,Notes. referRefer to “Liquidity and Capital Resources” below for further discussion of the Company’s outstanding financing agreements.
The Company recognized income tax expense of $9.3$9.2 million for the three months ended MarchJune 31,30, 2026, an effective rate of 29.2%,17.5%, compared to $7.8$24.1 million for the three months ended MarchJune 31,30, 2025, an effective rate of 28.0%.25.0%. The increasedecrease in income tax expense was primarily attributable to the increasedecrease in net income before income taxes,taxes as discussedwell above.as a decrease in the effective tax rate.
Six Months Ended June 30, 2026, Compared to Six Months Ended June 30, 2025
Revenue
Our revenue increased $189.8 million, or 9%, to $2.2 billion for the six months ended June 30, 2026 compared to $2.0 billion for the six months ended June 30, 2025. The increase in revenue was predominantly driven by elevated activity levels and corresponding improvement in utilization.
Cost of Services
Cost of services (exclusive of depreciation, depletion, and amortization) increased $250.3 million, 16%, to $1.8 billion for the six months ended June 30, 2026 compared to $1.6 billion for the six months ended June 30, 2025. The increase in expense was primarily related to increases in parts and material volumes and personnel costs commensurate with the increase in activity levels.
General and Administrative
General and administrative expenses increased $2.6 million, or 2%, to $126.7 million for the six months ended June 30, 2026 compared to $124.1 million for the six months ended June 30, 2025, primarily due to increased variable compensation costs and increased corporate cost to support higher activity levels and the continued expansion of our power business, partially offset by lower stock-based compensation expense as the prior year period included stock-based compensation in connection with the resignation of the Company's previous Chief Executive Officer upon his confirmation to the Secretary of Energy of the United States.
Transaction and Other Costs
Transaction and other costs increased to $7.7 million during the six months ended June 30, 2026, compared to $0.8 million for the six months ended June 30, 2025. The increase is due to tariffs and duties assessed during the quarter on certain pump components imported from other countries. We have adjusted our supply chain strategy to reduce our tariff exposure on such components in future periods.
Depreciation, Depletion, and Amortization
Depreciation, depletion, and amortization expense decreased $28.8 million, or 11%, to $228.3 million for the six months ended June 30, 2026 compared to $257.1 million for the six months ended June 30, 2025. The decrease during the six months ended June 30, 2026 was primarily due to equipment reaching the end of its depreciable life, partially offset by an increase in finance leases.
(Gain) loss on Disposal of Assets, net
The Company recorded a gain on disposal of assets, net of $12.0 million for the six months ended June 30, 2026 compared to a $9.0 million loss for the six months ended June 30, 2025, as the Company disposed of used equipment that is no longer in use as part of normal course fleet and equipment management. Additionally, during the six months ended June 30, 2026, the Company received insurance proceeds related to losses recorded in prior periods.
Other (Income) Expense, net
The Company recognized other income, net of $49.1 million for the six months ended June 30, 2026 compared to $67.8 million for the six months ended June 30, 2025. Other (income) expense, net is comprised of gain on investments, net of $60.2 million related to investments in equity securities measured at fair value for the six months ended June 30, 2026, compared to $87.5 million during the six months ended June 30, 2025. Additionally, interest expense, net decreased $8.6 million primarily as a result of the paydown of the Company’s balance on the Revolving Credit Facility in connection with the issuance of the 2031 Notes and 2032 Notes. Refer to “Liquidity and Capital Resources” below for further discussion of the Company’s outstanding financing agreements.
Income Tax Expense
The Company recognized income tax expense of $18.5 million for the six months ended June 30, 2026, an effective rate of 21.9%, compared to $31.9 million for the six months ended June 30, 2025, an effective rate of 26.0%. The decrease in income tax expense was primarily attributable to the decrease in net income before income taxes as well as a decrease in the effective tax rate.
We view EBITDA and Adjusted EBITDA as important indicators of performance. We define EBITDA as net income before interest, income taxes, and depreciation, depletion, and amortization. We define Adjusted EBITDA as EBITDA adjusted to eliminate the effects of items such as non-cash stock-based compensation, new fleet or new basin start-up costs, fleet lay-down costs, gain or loss on the disposal of assets, net, bad debt reserves, transaction and other costs, the gain or loss on remeasurement of liability under our tax receivable agreements, the gain or loss on investments, net, and other non-recurring expenses that management does not consider in assessing ongoing performance.
Three and Six Months Ended MarchJune 31,30, 2026, Compared to Three and Six Months Ended MarchJune 31,30, 2025: EBITDA and Adjusted EBITDA
EBITDA was $153.7$169.8 million for the three months ended MarchJune 31,30, 2026 compared to $165.2$234.7 million for the three months ended MarchJune 31,30, 2025. Adjusted EBITDA was $125.9$151.1 million for the three months ended MarchJune 31,30, 2026 compared to $168.2$180.8 million for the three months ended MarchJune 31,30, 2025. The decreases in EBITDA and Adjusted EBITDA primarily resultedresult from a decrease in Net Income, which is resulting from the increase in costs of services out pacing the increase in revenue due to increased materials pricing and personnel costs, offset by a decrease in general and administrative expensescosts for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.
EBITDA was $323.5 million for the six months ended June 30, 2026 compared to $399.9 million for the six months ended June 30, 2025. Adjusted EBITDA was $277.0 million for the six months ended June 30, 2026 compared to $348.9 million for the six months ended June 30, 2025. The decreases in EBITDA and Adjusted EBITDA primarily result from a decrease in Net Income, which is resulting from the increase in costs of services out pacing the increase in revenue due to increased materials pricing and personnel costs for the six months ended June 30, 2026, compared to the six months ended June 30, 2025.
During the quartersix months ended MarchJune 31,30, 2026, we issued the 2031 Notes and the 2032 Notes for net proceeds of $746.0 million and $511.3 million, respectively, after deducting the initial purchasers’ discount and commissions and offering expenses paid by us. We also entered into privately negotiated capped call transactions with respect to each of the 2031 Notes and the 2032 Notes with certain of the initial purchasers or their respective affiliates and certain other financial institutions at a cost of approximately $109.3 million and $77.2 million, respectively. Refer to Note 7— Debt to the accompanying unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to the 2031 Notes and the 2032 Notes.
We plan to raise funds, and may incur additional debt, through project specific financing including non-recourse debt, and co-investments or equity to support the expansion of our distributed power business. Our primary uses of capital have been capital expenditures to support growth,growth for our completions business, both organic and through acquisitions, and funding ongoing operations, including purchasing long-lead time equipment for our distributed power solutions business, and maintenance and fleet upgrades, as well as the repurchases of, and dividends on, shares of our Class A Common Stock (the “Class A Common Stock”).
Cash and cash equivalents increased by $671.6$527.8 million to $699.1$555.4 million as of MarchJune 31,30, 2026 compared to $27.6 million as of December 31, 2025, while working capital excluding cash and current liabilities under debt and lease arrangements increased $87.4$85.4 million.
As of MarchJune 31,30, 2026, the Company was party to the Credit Agreement, which provides for a revolving line of credit up to $750.0 million. The Credit Agreement is subject to certain borrowing base limitations based on a percentage of eligible accounts receivable, inventory and certain power generating assets available to finance working capital needs. TheIn the first quarter of 2026 the Company used a portion of the net proceeds from the offering of the 2031 Notes to repay all indebtedness outstanding under the Revolving Credit Facility, excluding letters of credit. As of MarchJune 31,30, 2026, the borrowing base was calculated to be $508.9$467.7 million, and the Company had no amounts outstanding, excluding letters of credit in the amount of $19.4 million, with $489.5$448.3 million of remaining availability.
The Credit Agreement contains financial covenants that we are required to maintain, in addition to covenants that restrict our ability to take certain actions. As of MarchJune 31,30, 2026, we were in compliance with all debt covenants.
We have no material off balance sheet arrangements as of March 31, 2026, except for purchase commitments under supply agreements as disclosed above under Note 14—Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report. As such, we are not materially exposed to any other financing, liquidity, market, or credit risk that could arise if we had engaged in such financing arrangements.
Under our share repurchase program, the Company is authorized to repurchase up to $750.0 million of outstanding Class A Common Stock through and including July 31, 2026. Shares may be repurchased from time to time for cash in open market transactions, through block trades, in privately negotiated transactions, through derivative transactions, or by other means in accordance with applicable federal securities laws. The timing and the amount of repurchases will be determined by the Company at its discretion based on an evaluation of market conditions, capital allocation alternatives and other factors. The share repurchase program does not require us to purchase any dollar amount or number of shares of our Class A Common Stock and may be modified, suspended, extended, or terminated at any time without prior notice. The Company expects to fund any repurchases by using cash on hand, borrowings under the Revolving Credit Facility, and expected free cash flow to be generated through the duration of the share repurchase program. The Company did not repurchase or retire any shares of Class A Common Stock under the share repurchase program during the three monthsor ended March 31, 2026. During the threesix months ended MarchJune 31,30, 2025, Company repurchased and retired shares of Class A Common Stock for $24.0 million under the share repurchase program.2026.
Analysis of Cash Flow Changes Between the ThreeSix Months Ended MarchJune 31,30, 2026 and 2025
Operating Activities. Net cash provided by operating activities was $8.4$141.4 million for the threesix months ended MarchJune 31,30, 2026, compared to $192.1$362.7 million for the threesix months ended MarchJune 31,30, 2025. The $183.7$221.3 million decrease in cash from operating activities is attributable to a $112.7$119.6 million decrease in cash from changes in working capital for the threesix months ended MarchJune 31,30, 2026, compared to a $39.8$61.7 million increase in cash from changes in working capital for the threesix months ended MarchJune 31,30, 2025. Additionally cash from operating activities decreased due to a $74.9$229.8 million increase in cash operating expenses, interest expense, net, and income tax expense, offset by a $43.7$189.8 million increase in revenues.
Investing Activities. Net cash used in investing activities was $137.3$364.6 million for the threesix months ended MarchJune 31,30, 2026, compared to $106.2$189.3 million for the threesix months ended MarchJune 31,30, 2025. Cash used in investing activities was higher during the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025 primarily due to a $23.1$109.4 million increase in new equipment purchasespurchases, capitalized maintenance, and capitalizedcapital maintenance of existing equipment anddeposits, a decrease in the proceeds on sale of equity securities of $29.9$80.8 million.million, Additionallyand thean increase of $9.7 million for shares purchased in Tamboran. These increases in cash used in investing activities iswere due to the Tamboran shares purchased during the three months ended March 31, 2026 of $3.9 million,partially offset by thea cashdecrease used forfrom the acquisition of IMG Energy Solutions of $15.2 million in the threesix months ended MarchJune 31,30, 2025, asand well as aan increase of $10.5$9.4 million in cash proceeds from the sale of assets. Refer to Note 2—Significant Accounting Policies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for additional information related to the IMG Acquisition.
Financing Activities. Net cash provided by financing activities was $800.6$752.0 million for the threesix months ended MarchJune 31,30, 2026, compared to net cash used in financing activities of $81.8$174.1 million for the threesix months ended MarchJune 31,30, 2025. The $882.5$926.1 million increase in cash provided by financing activities was primarily due to an increase in net borrowing activities of $826.0$887.7 million which includes the initial cash received from the 2031 Notes and the 2032 Notes, purchase of capped calls, net borrowings under the Caterpillar Agreement, net borrowings and repayments on the Revolving Credit Facility, and payment of debt issuance costs. Additionally, there was a $24.0$24.9 million decrease in share repurchases, a $32.9 million decrease in cash paid under the TRA liability, andoffset by a $5.8$1.8 million decreaseincrease in tax withholdings for RSUs offset byRSUs, a $4.7$14.2 million increase in cash paid for finance leases and a $1.4$3.4 million increase in dividends paid.
Our material uses of cash consist primarily of obligations under long-term debt including the 2032 Notes, 2031 Notes and the Revolving Credit Facility, TRAs, finance and operating leases for property and equipment, cash used to pay for repurchases of, and dividends on, shares of our Class A Common Stock, and purchase obligations as part of normal operations and our expansion into the distributed power business. During the quartersix months ended MarchJune 31,30, 2026, the Company issued $770.0 million aggregate principal amount and $525.0 million aggregate principal amount of the 2031 Notes and the 2032 Notes, respectively. See Note 7 —Debt to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report.
Certain amounts included in our contractual obligations as of MarchJune 31,30, 2026 are based on our estimates and assumptions about these obligations, including pricing, volumes, and duration. We have no material off balance sheet arrangements as of MarchJune 31,30, 2026, except for purchase commitments for generation assets to support our distributed power business and under sand supply agreements of which $30.0$35.2 million is payable within 2026, and $0.0 million is payable thereafter. See Note 14—Commitments & Contingencies to the unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for information regarding scheduled contractual sand supply obligations.
During the year, we entered into various equipment supply contracts for the purchase of power generation equipment, including engines, balance of plant equipment, and related services for our distributed power solutions business for an aggregate price of approximately $1.3 billion. As of June 30, 2026, the total remaining commitments under these contracts was $1.1 billion. These remaining payments are to be made in installments in connection with the scheduling, delivery, performance testing, and takeover of the equipment. In addition, on July 22, 2026, we entered into an additional equipment supply contract with CAT, which has a purchase price of approximately $801 million. We expect to receive the equipment currently on order under these supply contracts beginning in 2027 through 2030. The timing and amount of these obligations may change as a result of supplier manufacturing and delivery schedules, site readiness, transportation, customs-clearance requirements, governmental approvals, performance testing, force majeure events, change orders and contractual modifications, or other circumstances. We could incur significant additional capital expenditures if activity levels or opportunities increase during the course of the year. We intend to fund these capital expenditures using the primary sources of liquidity described above.
As of June 30, 2026, we had outstanding finance lease obligations of $264.2 million and operating lease obligations of $57.0 million.
The effective global income tax rate applicable to the Company for the threesix months ended MarchJune 31,30, 2026 was 29.2%21.9% compared to 28.0%,26.0%, for the period ended MarchJune 31,30, 2025. The Company’s effective tax rate is greater than the statutory federal income tax rate of 21.0% due to state income taxes in the states the Company operates, nondeductible executive compensation, as well as GILTI inclusions from the Company’s foreign operations, partially offset by U.S. federal income tax credits. The Company recognized an income tax expense of $9.3$9.2 million and $7.8$18.5 million during the three and six months ended MarchJune 31,30, 2026, respectively. The Company recognized an income tax expense of $24.1 million and 2025$31.9 million during the three and six months ended June 30, 2025, respectively.
LBRT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 14,053 shares, about $250.0K) and open-market sales in 8 filings (2 insiders, 10 trade dates, 74,010 shares, about $2.1M; 7 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -59,957 (purchases minus sales); net value about -$1.8M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-06 | Stock Michael |
Open-market sale |
3,333 | $20.00 | $66.7K |
| 2026-10-01 | Stock Michael |
Open-market sale |
3,333 | $18.17 | $60.6K |
| 2026-09-01 | Stock Michael |
Open-market sale |
6,666 | $19.84 | $132.3K |
| 2026-08-04 | Stock Michael |
Open-market sale |
3,333 | $20.00 | $66.7K |
| 2026-08-03 | Stock Michael |
Open-market sale |
3,333 | $17.95 | $59.8K |
| 2026-07-28 | Murti Arjun N |
Open-market purchase | 14,053 | $17.79 | $250.0K |
| 2026-07-01 | Stock Michael |
Open-market sale |
9,999 | $25.89 | $258.9K |
| 2026-06-02 | Stock Michael |
Open-market sale |
3,333 | $31.00 | $103.3K |
| 2026-06-01 | Stock Michael |
Open-market sale |
13,332 | $29.46 | $392.8K |
| 2026-05-20 | Stock Michael |
Open-market sale |
19,998 | $33.48 | $669.5K |
| 2026-05-05 | Kimble William F |
Open-market sale | 7,350 | $33.92 | $249.3K |
| 2026-04-01 | Elliott R Sean |
Shares withheld for tax | 33,726 | $27.92 | $941.6K |
| 2026-04-01 | Gosney Ryan T |
Shares withheld for tax | 23,367 | $27.92 | $652.4K |
| 2026-04-01 | Gusek Ron |
Shares withheld for tax | 71,676 | $27.92 | $2.0M |
| 2026-04-01 | Stock Michael |
Shares withheld for tax | 67,360 | $27.92 | $1.9M |
Well-known investors holding LBRT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Millennium Management (Israel Englander) | 2026-06-30 | 2,613,776 | $68.5M | 0.05% | Added 77% |
| D. E. Shaw & Co. | 2026-06-30 | 2,108,368 | $55.2M | 0.03% | Reduced 7% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 1,915,536 | $50.2M | 0.03% | Added 49% |
| Bridgewater Associates | 2026-06-30 | 883,746 | $23.1M | 0.09% | Added 313% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 745,431 | $19.5M | 0.01% | Reduced 8% |
| Two Sigma Investments | 2026-06-30 | 208,280 | $5.5M | 0.0% | New position |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 112,505 | $2.9M | 0.0% | Reduced 83% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 8,952 | $257.8K | — | Sold out |